Exhibit 10.1.
CITICORP NORTH AMERICA, INC.
July 22, 1999
CITIBANK, N.A. CORPORATE RECEIVABLES
450 Mamaroneck Avenue CORPORATION
Harrison, NY 10528 c/o Citicorp North America, Inc.
Attn: Corporate Asset 450 Mamaroneck Avenue
Funding Department Attn: Corporate Asset
Funding Department
CREDIT AGRICOLE INDOSUEZ NINE WEST GROUP INC.
55 E. Monroe St. 1129 Westchester Avenue
Suite 4700 White Plains, NY 10604
Chicago, IL 60693 Attn: Chief Executive Officer
Attn: Kathleen Martens
CREDIT COMMUNAL DE BELGIQUE, NINE WEST FUNDING CORPORATION
NEW YORK BRANCH 1129 Westchester Avenue
405 Lexington Ave. White Plains, NY 10604
54th Floor Attn: Chief Executive Officer
New York, NY 10074
Attn: Caroline Van Bogaert
NORDDEUTSCHE LANDESBANK THE BANK OF NEW YORK
GIROZENTRALE, NEW YORK BRANCH 101 Barclay Street
1270 Avenue of the Americas New York, NY 10286
14th Floor Attn: Asset Backed Unit
New York, NY 10020
Attn: Josef Haas
Re: Nine West Trade Receivables Master Trust,
Floating Rate Trade Receivables Backed Certificates,
Series 1995-1, Investor Certificate
Ladies and Gentlemen:
We hereby make reference to the (i) Pooling and Servicing Agreement dated as
of December 28, 1995 (the "Pooling and Servicing Agreement"), among Nine West
Funding Corporation, as Transferor (the "Transferor"), Nine West Group Inc.
("Nine West"), as Servicer (in its capacity as Servicer, the "Servicer"), and
The Bank of New York, as Trustee (the "Trustee"), (ii) the Amended and Restated
Series 1995-1 Certificate Purchase Agreement dated as of July 31, 1998 (the
"Certificate Purchase Agreement"), among the Transferor, as seller thereunder,
Corporate Receivables Corporation, as Purchaser (the "Purchaser"), the financial
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institutions parties thereto from time to time as Liquidity Providers, Citicorp
North America, Inc. as Program Agent (the "Program Agent"), and the Trustee and
the Amended and Restated Series 1995-1 Investor Certificate of the Nine West
Trade Receivables Master Trust assigned thereunder (the "Certificate") and
(iii) the Amended and Restated Series 1995-1 Supplement to Pooling and
Servicing Agreement dated as of July 31, 1998 (the "Supplement"), among the
Transferor, the Servicer and the Trustee. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the
Certificate Purchase Agreement, or in the Pooling and Servicing Agreement or
the Supplement (as such terms are defined therein). We are writing to you in
our capacity as Program Agent.
In accordance with the terms of Section 2.08 of the Certificate Purchase
Agreement, we hereby request an extension of the Term, for an Extension Term
commencing on July 30, 1999 and ending on July 28, 2000. Notwithstanding the
prior execution and delivery of this letter agreement, such extension shall
not become effective prior to July 30, 1999.
By executing a copy of this letter agreement in the appropriate space
provided below, and delivering such copy to counsel to the Program Agent, at
its address at Sidley & Austin, 1722 Eye Street, N.W., Washington, DC 20006,
Attn: Rainier Gonzalez (202/736-8694), you acknowledge, in the case of each
Liquidity Provider so executing this letter agreement, to extend your
respective Liquidity Provider Commitment for the above-described Extension
Term.
This letter agreement may be executed in any number of counterparts and
by the different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same letter agreement.
Very truly yours,
CITICORP NORTH AMERICA, INC.,
as Program Agent under the
Certificate Purchase Agreement
By /s/ Kathy Simmons
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Name: KATHY SIMMONS
Title: VICE PRESIDENT
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Each of the undersigned hereby agrees to the terms of this attached
letter agreement:
CITIBANK, N.A.
By /s/ Kathy Simmons
--------------------
Name: Kathy Simmons
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By /s/ Katherine L. Abbott
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Name: Katherine L. Abbott
Title: First Vice President
By /s/ Laurence F. Grant
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Name: Laurence F. Grant
Title: Senior Relationship Manager
CREDIT COMMUNAL DE BELGIQUE,
NEW YORK BRANCH
By /s/ Caroline Junius /s/ Plyush K. Sahay
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Name: Caroline Junius Plyush K. Sahay
Title: Vice President Vice President, Controller
NORDDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By /s/ Stephen K. Hunter /s/ Josef Haas
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Name: Stephen K. Hunter Josef Haas
Title: SVP VP
CORPORATE RECEIVABLES CORPORATION
By: Citicorp North America, Inc.
as Attorney-in-fact
By /s/ Kathy Simmons
--------------------
Name: Kathy Simmons
Title: Vice President
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THE BANK OF NEW YORK,
not in its individual capacity,
but solely as Trustee of the Nine
West Trade Receivables Master Trust
By: /s/ Kimberly Gilfoil
---------------------
Name: Kimberly Gilfoil
Title: Assistant Treasurer
NINE WEST FUNDING CORPORATION
By /s/ Jeffrey K. Howald
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Name: Jeffrey K. Howald
Title: Senior Vice President - Finance
NINE WEST GROUP INC.
By /s/ Efthimios P. Sotos
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Name: Efthimios P. Sotos
Title: Assistant Treasurer